Common use of Executives Covenants Clause in Contracts

Executives Covenants. 12.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Companies (including without limitation those matters specified in Clause 10.2 of this Agreement, as well as detailed client/customer lists and information relating to the operations and business requirements of those clients/customers) and accordingly he is willing to enter into the covenants described in Clauses 12.2 and 12.3 in order to provide the Company and its Associated Companies with what he considers to be reasonable protection for those interests. 12.2 The Executive hereby covenants with the Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies. 12.3 The Executive hereby covenants with the Company that he will not for the period of 12 months after the Executive's last active day of employment without prior written consent of the Chief Executive Officer or the Board of Directors, directly or indirectly: 12.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) in any line of business in competition with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or 12.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will compete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or 12.3.3 in connection with the carrying on of any business which is in competition with the Business of the Group canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by the Company or any Associated Company any person, firm or company who or which at the date of the Executive's last active day of employment or at any time during the period of 12 months prior to that date is a supplier, customer or client of the Company or any Associated Company and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.4 in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm or company who or which has at any time during the period of 12 months immediately preceding the date of the Executive's last active day of employment done business with the Company or any Associated Company as a supplier, customer or client or distributor or consultant and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.5 solicit, entice away or hire or endeavor to solicit or entice away from the Company or any Associated Company any person who at the date of the Executive's last active day of employment or at any time during the period of six months prior to that date is employed or engaged by the Company or any Associated Company as a head of any function, the direct report of such function head, or in any other key technical, marketing or sales position and with whom the Executive shall have had contact during the course of his employment (whether or not such person would commit a breach of his contract of employment by so doing). 12.4 The Executive hereby agrees that he will at the cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 12.3 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries as such Associated Company may reasonably require for the protection of its legitimate business interests. 12.5 Notwithstanding the generality of the covenants contained in Clause 12.3.1 those covenants shall apply only with respect to those countries in which the Company or any Associated Company has transacted any business during the 12 months prior to the date of Executive's last active day of employment in which the Executive has been involved, except that during the 12-month period after the Executive's last active day of employment the Executive may not be engaged or employed by or render any services to or for the benefit of Dendrite International or Sales Technologies or any of their respective affiliated companies wherever located, except with the prior consent of the Chief Executive Officer or the Board of Directors or as the result of a merger, consolidation, sale of stock or assets or other business combination between such entity and the Company or an Associated Company. 12.6 Nothing herein shall prohibit the Executive from holding directly or through nominees up to two percent of the outstanding stock of any publicly held and traded company solely for investment purposes. 12.7 The covenants contained in Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4 and 12.3.5 are intended to be separate and severable and enforceable as such. 12.8 In the event of a breach of Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4, or 12.3.5, the Executive acknowledges that in addition to any other remedies available under law to the Company and any Associated Company, the Company and any Associated Company may be entitled to an injunction enjoining the Executive or any person or persons acting for or with the Executive in any capacity whatsoever from violating any of the terms thereof.

Executives Covenants. 12.1 11.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Companies (including without limitation those matters specified in Clause 10.2 9.2 of this Agreement, as well as detailed client/customer lists and information relating to the operations and business requirements of those clients/customers) and accordingly he is willing to enter into the covenants described in Clauses 12.2 11.2 and 12.3 11.3 in order to provide the Company and its Associated Companies with what he considers to be reasonable protection for those interests. 12.2 11.2 The Executive hereby covenants with the Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies. 12.3 11.3 The Executive hereby covenants with the Company that he will not for of the period of 12 24 months after the Executive's last active day of employment without prior written consent of the Chief Executive Officer or the Board of Directors, directly or indirectly: 12.3.1 11.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) in any line of business in competition with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on in each specific national market during the 12 months preceding the Executive's last active day of employment; or 12.3.2 11.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will compete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or 12.3.3 11.3.3 in connection with the carrying on of any business which is in competition with the Business of the Group canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by the Company or any Associated Company any person, person firm or company who or which at the date of the Executive's last active day of employment or at any time during the period of 12 months prior to that date is a supplier, customer or client of the Company or any Associated Company and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.4 11.3.4 in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm or company who or which has at any time during the period of 12 months immediately preceding the date of the Executive's last active day date of employment done business with the Company or any Associated Company as a supplier, customer or client or distributor or consultant and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.5 11.3.5 solicit, entice away or hire or endeavor to solicit or entice away from the Company or any Associated Company any person who at the date of the Executive's last active day of employment or at any time during the period of six months prior to that date is employed or engaged by the Company or any Associated Company as a head of any functionbusiness unit, the direct report of such function business, unit head, or in any other key technical, marketing or sales position and with whom the Executive Executives shall have had contact during the course of his employment (whether or not such a person would commit a breach of his contract of employment by so doing). 12.4 11.4 The Executive hereby agrees that he will at the cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 12.3 11.3 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries as such Associated Company may reasonably require for the protection of its legitimate business interests. 12.5 11.5 Notwithstanding the generality of the covenants contained in Clause 12.3.1 11.3 those covenants shall apply only with respect to those countries in which the Company or any Associated Company has transacted any business during the 12 months prior to the date of Executive's last active day of employment in which the Executive has been involved, except that during the 12-month period after the Executive's last active day of employment the Executive may not be engaged or employed by or render any services to or for the benefit of Dendrite International or Sales Technologies or any of their respective affiliated companies wherever located, except with the prior consent of the Chief Executive Officer or the Board of Directors or as the result of a merger, consolidation, sale of stock or assets or other business combination between such entity and the Company or an Associated Company. 12.6 Nothing herein shall prohibit the Executive from holding directly or through nominees up to two percent of the outstanding stock of any publicly held and traded company solely for investment purposes. 12.7 The covenants contained in Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4 and 12.3.5 are intended to be separate and severable and enforceable as such. 12.8 In the event of a breach of Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4, or 12.3.5, the Executive acknowledges that in addition to any other remedies available under law to the Company and any Associated Company, the Company and any Associated Company may be entitled to an injunction enjoining the Executive or any person or persons acting for or with the Executive in any capacity whatsoever from violating any of the terms thereof.

Executives Covenants. 12.1 10.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Affiliated Companies (including without limitation those matters specified in Clause 10.2 8.2 of this Agreement, as well as detailed client/customer lists and information relating to the operations and business requirements of those clientsclient/customers) and accordingly he is willing to enter into the covenants described in Clauses 12.2 10.2 and 12.3 10.3 in order to provide the Company and its Associated is Affiliated Companies with what he considers to be reasonable protection for those interests. 12.2 10.2 The Executive hereby covenants with the Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Affiliated Companies. 12.3 10.3 The Executive hereby covenants with the Company that he will not for during the 24 month period following the last day of 12 months after the Executive's last active day of employment without prior written consent of employment, the Chief Executive Officer or the Board of Directorsshall not, directly or indirectly, as a stockholder (other than as a less than 1% stockholder of a publicly and traded Company), partner, officer, director, agent, consultant, employee, or otherwise: 12.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested 10.3.1 engage in any capacity (including without limitation as a shareholder) in any line of business in competition the United States of America that competes with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or 12.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will compete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or 12.3.3 in connection with the carrying on of any business which is in competition with the Business of the Group canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold then conducted by the Company or any Associated Affiliated Company ("Company" defined in this clause to mean all Affiliated Companies, divisions, successors, and assigns of the Company); 10.3.2 purposefully interfere or attempt to interfere with any person, firm of the Company's or company who any Affiliated Company's contract (regardless of whether these contracts are in writing or which at verbal) or business relationships or advantages existing and in effect as of the employment date of the termination of Executive's last active day of employment employment; 10.3.3 solicit for employment, either directly or at indirectly, for himself or for another, any time during the period of 12 months prior to that date is a supplier, customer persons who are or client of the Company or any Associated Company and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.4 in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm or company who or which has at any time during the period of 12 months immediately preceding the date of the Executive's last active day of employment done business with the Company or any Associated Company as a supplier, customer or client or distributor or consultant and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.5 solicit, entice away or hire or endeavor to solicit or entice away from the Company or any Associated Company any person who at the date of the Executive's last active day of employment or at any time during the period of six months prior to that date is were employed or engaged by the Company or any Associated Affiliated Company as a head of any function, the direct report of such function head, or in any other key technical, marketing or sales position and with whom the Executive shall have had contact during the course six month period prior to the termination of his employment (whether employment; or 10.3.4 request or not such person would commit a breach of his contract of employment by so doing). 12.4 The Executive hereby agrees that he will at the cost cause or attempt to cause any customer or supplier of the Company enter into a direct agreement or undertaking an Affiliated Company to alter or terminate any business relationship with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 12.3 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries as such Associated Company may reasonably require for the protection of its legitimate business interests. 12.5 Notwithstanding the generality of the covenants contained in Clause 12.3.1 those covenants shall apply only with respect to those countries in which the Company or any Associated Company has transacted any business during the 12 months prior to the date of Executive's last active day of employment in which the Executive has been involved, except that during the 12-month period after the Executive's last active day of employment the Executive may not be engaged or employed by or render any services to or for the benefit of Dendrite International or Sales Technologies or any of their respective affiliated companies wherever located, except with the prior consent of the Chief Executive Officer or the Board of Directors or as the result of a merger, consolidation, sale of stock or assets or other business combination between such entity and the Company or an Associated Affiliated Company. 12.6 Nothing herein shall prohibit the Executive from holding directly or through nominees up to two percent of the outstanding stock of any publicly held and traded company solely for investment purposes. 12.7 10.4 The covenants contained in Clauses 12.3.110.3.1, 12.3.210.3.2, 12.3.3, 12.3.4 10.3.3 and 12.3.5 10.3.4 are intended to be separate and severable and enforceable as such. 12.8 10.5 In the event of a breach of Clauses 12.3.110.3.1, 12.3.210.3.2, 12.3.3, 12.3.4, or 12.3.510.3.3 and 10.3.4, the Executive acknowledges that in addition to any other remedies available under law to the Company and any Associated Affiliated Company, the Company and any Associated Affiliated Company may be entitled to an injunction enjoining the Executive or any person or persons acting for or with the Executive in any capacity whatsoever from violating any of the terms thereof.

Executives Covenants. 12.1 10.1 The Executive acknowledges that during the course of his her employment with the Company he she will receive and have access to Confidential Information of the Company and its Associated Companies (including without limitation those matters specified in Clause 10.2 8.2 of this Agreement, as well as detailed client/customer lists and information relating to the operations and business requirements of those clients/customers) and accordingly he she is willing to enter into the covenants described in Clauses 12.2 10.2 and 12.3 10.3 in order to provide the Company and its Associated Companies with what he she considers to be reasonable protection for those interests. 12.2 10.2 The Executive hereby covenants with the Company that during the term of his her employment he she will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies. 12.3 10.3 The Executive hereby covenants with the Company that he she will not for the period of 12 24 months after the Executive's last active day of employment without prior written consent of the Chief Executive Officer or the Board of DirectorsOfficer, directly or indirectly: 12.3.1 10.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) in any line of business in competition with any line of business which is part of the Business of the PMSI Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or 12.3.2 10.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will compete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or 12.3.3 10.3.3 in connection with the carrying on of any business businesses which is in competition with the Business of the Group canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by the Company or any Associated Company any person, firm or company who or which at the date of the Executive's last active day of employment or at any time during the period of 12 months prior to that date is a supplier, customer or client of the Company or any Associated Company and with whom or which the Executive shall have had dealings during the course of his her employment; or 12.3.4 10.3.4 in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm or company who or which has at any time during the period of 12 months immediately preceding the date of the Executive's last active day date of employment done business with the Company or any Associated Company as a supplierCompany, customer or client or distributor or consultant and with whom or which the Executive shall have had dealings during the course of his her employment; or 12.3.5 10.3.5 solicit, entice away or hire or endeavor to solicit or entice away from the Company or any Associated Company any person who at the date of the Executive's last active day of employment or at any time during the period of six months prior to that date is employed or engaged by the Company or any Associated Company as a head of any functionbusiness unit, the direct report of such function business unit head, or in any other key technical, marketing or sales position and with whom the Executive shall have had contact during the course of his her employment (whether or not such a person would commit a breach of his or her contract of employment by so doing). 12.4 10.4 The Executive hereby agrees that he she will at the cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he she will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 12.3 10.3 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries as such Associated Company may reasonably require for the protection of its legitimate business interests. 12.5 10.5 Notwithstanding the generality of the covenants contained in Clause 12.3.1 10.3, those covenants shall apply only with respect to those countries in which the Company or any Associated Company has transacted any business during the 12 months prior to the date of Executive's last active day of employment in which the Executive has been involved, except that during the 12-24- month period after the Executive's last active day of employment the Executive may not be engaged or employed by or render any services to or for the benefit of Dendrite International IMS Health Inc., National Data Corporation, Snyder Communications, Inc. or Sales Technologies Quintiles Transnational Corpxxxxxxn or any of their respective affiliated companies direct or indirect subsidiaries, wherever located, except with the prior consent of the Chief Executive Officer or the Board of Directors or as the result of a merger, consolidation, sale of stock or assets or other business combination between such entity and the Company or an Associated CompanyOfficer. 12.6 Nothing herein shall prohibit the Executive from holding directly or through nominees up to two percent of the outstanding stock of any publicly held and traded company solely for investment purposes. 12.7 The covenants contained in Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4 and 12.3.5 are intended to be separate and severable and enforceable as such. 12.8 In the event of a breach of Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4, or 12.3.5, the Executive acknowledges that in addition to any other remedies available under law to the Company and any Associated Company, the Company and any Associated Company may be entitled to an injunction enjoining the Executive or any person or persons acting for or with the Executive in any capacity whatsoever from violating any of the terms thereof.

Executives Covenants. 12.1 11.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Companies (including without limitation those matters specified in Clause 10.2 9.2 of this Agreement, as well as detailed client/customer lists and information relating to the operations and business requirements of those clients/customers) and accordingly he is willing to enter into the covenants described in Clauses 12.2 11.2 and 12.3 11.3 in order to provide the Company and its Associated Companies with what he considers to be reasonable protection for those interests. 12.2 11.2 The Executive hereby covenants with the Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies. 12.3 11.3 The Executive hereby covenants with the Company that he will not for the period of 12 months after the Executive's last active day of employment without prior written consent of the Chief Executive Officer or the Board of Directors, directly or indirectly: 12.3.1 11.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) in any line of business in competition with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or 12.3.2 11.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will compete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or 12.3.3 11.3.3 in connection with the carrying on of any business which is in competition with the Business of the Group canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by the Company or any Associated Company any person, firm or company who or which at the date of the Executive's last active day of employment or at any time during the period of 12 months prior to that date is a supplier, customer or client of the Company or any Associated Company and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.4 11.3.4 in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm or company who or which has at any time during the period of 12 months immediately preceding the date of the Executive's last active day of employment done business with the Company or any Associated Company as a supplier, customer or client or distributor or consultant and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.5 11.3.5 solicit, entice away or hire or endeavor to solicit or entice away from the Company or any Associated Company any person who at the date of the Executive's last active day of employment or at any time during the period of six months prior to that date is employed or engaged by the Company or any Associated Company as a head of any function, the direct report of such function head, or in any other key technical, marketing or sales position and with whom the Executive shall have had contact during the course of his employment (whether or not such person would commit a breach of his contract of employment by so doing). 12.4 11.4 The Executive hereby agrees that he will at the cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 12.3 11.3 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries as such Associated Company may reasonably require for the protection of its legitimate business interests. 12.5 11.5 Notwithstanding the generality of the covenants contained in Clause 12.3.1 11.3.1 those covenants shall apply only with respect to those countries in which the Company or any Associated Company has transacted any business during the 12 months prior to the date of Executive's last active day of employment in which the Executive has been involved, except that during the 12-month period after the Executive's last active day of employment the Executive may not be engaged or employed by or render any services to or for the benefit of Dendrite International or Sales Technologies or any of their respective affiliated companies wherever located, except with the prior consent of the Chief Executive Officer or the Board of Directors or as the result of a merger, consolidation, sale of stock or assets or other business combination between such entity and the Company or an Associated Company. 12.6 11.6 Nothing herein shall prohibit the Executive from holding directly or through nominees up to two percent of the outstanding stock of any publicly held and traded company solely for investment purposes. 12.7 11.7 The covenants contained in Clauses 12.3.111.3.1, 12.3.211.3.2, 12.3.311.3.3, 12.3.4 11.3.4 and 12.3.5 11.3.5 are intended to be separate and severable and enforceable as such. 12.8 11.8 In the event of a breach of Clauses 12.3.111.3.1, 12.3.211.3.2, 12.3.311.3.3, 12.3.411.3.4, or 12.3.511.3.5, the Executive acknowledges that in addition to any other remedies available under law to the Company and any Associated Company, the Company and any Associated Company may be entitled to an injunction enjoining the Executive or any person or persons acting for or with the Executive in any capacity whatsoever from violating any of the terms thereof.

Executives Covenants. 12.1 10.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Companies (including without limitation those matters specified in Clause 10.2 8.2 of this Agreement, as well as detailed client/customer lists and information relating to the operations and business requirements of those clients/customers) and accordingly he is willing to enter into the covenants described in Clauses 12.2 10.2 and 12.3 10.3 in order to provide the Company and its Associated Companies with what he considers to be reasonable protection for those interests. 12.2 10.2 The Executive hereby covenants with the Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies. 12.3 10.3 The Executive hereby covenants with the Company that he will not for the period of 12 24 months after the Executive's last active day of employment without prior written consent of the Chief Executive Officer or the Board of DirectorsOfficer, directly or indirectly: 12.3.1 10.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) in any line of business in competition with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or 12.3.2 10.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will compete complete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment employ- ment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or 12.3.3 10.3.3 in connection with the carrying on of any business businesses which is in competition with the Business of the Group canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by the Company or any Associated Company any person, firm or company who or which at the date of the Executive's last active day of employment or at any time during the period of 12 months prior to that date is a supplier, customer or client of the Company or any Associated Company and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.4 10.3.4 in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm or company who or which has at any time during the period of 12 months immediately preceding the date of the Executive's last active day date of employment done business with the Company or any Associated Company as a supplier, customer or client or distributor or consultant and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.5 10.3.5 solicit, entice away or hire or endeavor to solicit or entice away from the Company or any Associated Company any person who at the date of the Executive's last active day of employment or at any time during the period of six months prior to that date is employed or engaged by the Company or any Associated Company as a head of any functionbusiness unit, the direct report of such function business unit head, or in any other key technical, marketing or sales position and with whom the Executive shall have had contact during the course of his employment (whether or not such a person would commit a breach of his contract of employment by so doing). 12.4 10.4 The Executive hereby agrees that he will at the cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 12.3 10.3 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries as such Associated Company may reasonably require for the protection of its legitimate business interests. 12.5 10.5 Notwithstanding the generality of the covenants contained in Clause 12.3.1 10.3.1 those covenants shall apply only with respect to those countries in which the Company or any Associated Company has transacted any business during the 12 months prior to the date of Executive's last active day of employment in which the Executive has been involved, except that during the 1224-month period after the Executive's last active day of employment the Executive may not be engaged or employed by or render any services to or for the benefit of Dendrite International or Sales Technologies Cognizant Corporation, or any of their respective affiliated companies its direct or indirect subsidiaries, wherever located, except with the prior consent of the Chief Executive Officer or the Board of Directors or as the result of a merger, consolidation, sale of stock or assets or other business combination between such entity and the Company or an Associated Company. 12.6 Nothing herein shall prohibit the Executive from holding directly or through nominees up to two percent of the outstanding stock of any publicly held and traded company solely for investment purposes. 12.7 The covenants contained in Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4 and 12.3.5 are intended to be separate and severable and enforceable as such. 12.8 In the event of a breach of Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4, or 12.3.5, the Executive acknowledges that in addition to any other remedies available under law to the Company and any Associated Company, the Company and any Associated Company may be entitled to an injunction enjoining the Executive or any person or persons acting for or with the Executive in any capacity whatsoever from violating any of the terms thereof.

Executives Covenants. 12.1 15.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information confidential information of the Company and its Associated Companies Group (including without limitation those matters specified in Clause 10.2 13.3 of this Agreement, as well as ) and he will also receive and have access to detailed client/customer lists and information relating to the operations and business requirements of those clients/customers) customers and accordingly he is willing to enter into the covenants described in Clauses 12.2 and 12.3 Clause 15.2 in order to provide the Company and its Associated Companies Group with what he considers to be reasonable protection for those interests. 12.2 15.2 The Executive hereby covenants with the Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies. 12.3 The Executive hereby covenants Covenants with the Company that he will not without the previous written consent of the Board either alone or jointly with or on behalf of any person: 15.2.1 in the Restricted Territories for the period of 12 twelve months after following the Executive's last active day date of employment without prior written consent termination of the Chief Executive Officer or the Board of Directors, this Agreement directly or indirectly: 12.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) in any line of business indirectly in competition with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or 12.3.2 carry on deal with or set up engage in business with or be employed or engaged by or otherwise assist in any way interested in or be interested connected with any concern, undertaking, firm or body corporate which engages in or carries on within any capacity (including without limitation as a shareholder) a part of the Restricted Territories any business which competes with any business carried on by the Company or will any Associated Company at the date of termination of this Agreement in which the Executive was involved during the period of two years prior to the termination of this Agreement including in particular the business of the production, development and sale of the Restricted Products Provided that (for the avoidance of doubt only) if any such concern undertaking, firm or body corporate has a separately distinguishable division that does not compete with any the business of the Company or any Associated Company which is planned or contemplated as at the date of the Executive's last active day termination of employment in any country in which the business is planned or contemplated to operate and which plans this Agreement the Executive has been involved may be employed or engaged in such division with to a material extent; duties and carrying out activities which do not compete and do not assist competition with such business; 15.2.2 in the Restricted Territories for the period of twelve months following the date of termination of this Agreement directly or indirectly: 15.2.2.1 interfere with or 12.3.3 in connection with the carrying on of any business which is , in competition with the Business of the Group canvassCompany or any Associated Company, offer or agree to provide Restricted Products or solicit with a view to providing Restricted Products or approach or cause endeavour to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by entice away from the Company or any Associated Company the custom of any person, firm or company who or which at the date of the Executive's last active day of employment or body corporate which. at any time during the period of 12 months prior to that two years ending on the date is of termination of this Agreement, has been a supplier, customer or client of, or in the habit of dealing with, the Company or any Associated Company or which, at any time during that period, was to his knowledge negotiating with the Company or any Associated Company in relation to the provision of Restricted Products and with whom the Executive has had dealings as part of his employment by the Company; 15.2.2.2 interfere or seek to interfere with contractual or other trade relations between the Company or any Associated Company and with whom any of its or which the Executive shall have had dealings during the course of his employment; or 12.3.4 their respective suppliers in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm existence or company who or which has under negotiation at any time during the period of 12 months immediately preceding two years ending on the date of the Executive's last active day termination of employment done business with the Company or any Associated Company as a supplier, customer or client or distributor or consultant and with whom or which the Executive shall have had dealings during the course of his employmentthis Agreement; or 12.3.5 solicit, entice away 15.2.2.3 solicit the services of or hire or endeavor endeavour to solicit or entice away from the Company or any Associated Company any person who at the date director, senior or highly skilled employee or consultant of the Executive's last active day of employment or at any time during the period of six months prior to that date is employed or engaged by the Company or any Associated Company as a head of any function, the direct report of such function head, or in any other key technical, marketing or sales position and with whom known personally to the Executive shall have had contact during the course of his employment (whether or not such person would commit a any breach of his contract of employment or engagement by so doing)reason of leaving the service of such company) or knowingly employ, assist in or procure the employment by any other person, firm or body corporate of any such person. 12.4 15.3 The Executive agrees that having regard to the facts and matters above, the restrictions contained in Clause 15.2 are reasonable and necessary for the protection of the legitimate interests of the Company and that, having regard to those facts and matters, those restrictions do not work harshly on him. It is nevertheless agreed that, if any of those restrictions shall, taken together or separately, be held to be void or ineffective for any reason but would be held to be valid and effective if part of its wording were deleted, that restriction shall apply with such deletions as may be necessary to make it valid and effective. 15.4 The Executive hereby agrees that he will at the cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 12.3 15.2 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries area and for such periods as such Associated Company may reasonably require for the protection of its legitimate business interests. 12.5 Notwithstanding 15.5 The restrictions contained in the generality sub-Clauses of Clause 15.2 shall be construed as separate and individual restrictions and shall each be capable of being severed without prejudice to the other restrictions or to the remaining provisions of this Agreement. 15.6 The Executive hereby undertakes that during and after the continuance of this Agreement he will immediately notify the Company of any offer of employment or any other engagement or arrangement made to the Executive by any third party or parties which may give rise to a breach of one or more of the covenants contained in Clause 12.3.1 15.2 ("a notifiable offer") and further undertakes that on receipt of any notifiable offer he will immediately inform the third party or parties responsible for the notifiable offer of the existence of those covenants shall apply only with respect to those countries in which covenants. 15.7 If the Company or any Associated Company has transacted any business during the 12 months prior to the date of Executive's last active day of employment in which requires the Executive has been involved, except that during the 12-month period after the Executive's last active day of employment the Executive may not be engaged or employed by or render any services to or for the benefit of Dendrite International or Sales Technologies or perform any of their respective affiliated companies wherever located, except with the prior consent of the Chief Executive Officer or the Board of Directors or as the result of a merger, consolidation, sale of stock or assets or other business combination between such entity and the Company or an Associated Company. 12.6 Nothing herein shall prohibit his duties and/or excludes the Executive from holding directly the Company's premises ("garden leave") as set out in Clause 14.3 above for some or through nominees up to two percent all of any period of notice, the period of the outstanding stock of any publicly held and traded company solely for investment purposes. 12.7 The covenants contained post-termination restrictions set out in Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4 and 12.3.5 are intended to this Clause 15 shall be separate and severable and enforceable as such. 12.8 In reduced by the event of a breach of Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4, or 12.3.5, the Executive acknowledges that in addition to any other remedies available under law to the Company and any Associated Company, the Company and any Associated Company may be entitled to an injunction enjoining the Executive or any person or persons acting for or with the Executive in any capacity whatsoever from violating any length of the terms thereofgarden leave served before the date this Agreement terminates.

Executives Covenants. 12.1 The Executive acknowledges that during the course of his employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Companies (including without limitation those matters specified in Clause 10.2 of this Agreement, as well as detailed client/customer lists and information relating to the operations and business requirements of those clients/customers) and accordingly he is willing to enter into the covenants described in Clauses 12.2 and 12.3 in order to provide the Company and its Associated Companies with what he considers to be reasonable protection for those interests. 12.2 The Executive hereby covenants with the Company that during the term of his employment he will not either directly or indirectly engage or participate in any activity competitive with or adverse to the business or interests of the Company or any of its Associated Companies. 12.3 The Executive hereby covenants with the Company that he will not for the period of 12 24 months after the Executive's last active day of employment without prior written consent of the Chief Executive Officer or the Board of Directors, directly or indirectly: 12.3.1 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) in any line of business in competition with any line of business which is part of the Business of the Group with which the Executive has had involvement and which the Company or any Associated Company is carrying on during the 12 months preceding the Executive's last active day of employment; or 12.3.2 carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder) a business which competes or will compete with any business of the Company or any Associated Company which is planned or contemplated at the date of the Executive's last active day of employment in any country in which the business is planned or contemplated to operate and which plans the Executive has been involved with to a material extent; or 12.3.3 in connection with the carrying on of any business which is in competition with the Business of the Group canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any goods sold by the Company or any Associated Company any person, firm or company who or which at the date of the Executive's last active day of employment or at any time during the period of 12 months prior to that date is a supplier, customer or client of the Company or any Associated Company and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.4 in connection with the carrying on of any business in competition with the Business of the Group do business with any person, firm or company who or which has at any time during the period of 12 months immediately preceding the date of the Executive's last active day of employment done business with the Company or any Associated Company as a supplier, customer or client or distributor or consultant and with whom or which the Executive shall have had dealings during the course of his employment; or 12.3.5 solicit, entice away or hire or endeavor to solicit or entice away from the Company or any Associated Company any person who at the date of the Executive's last active day of employment or at any time during the period of six months prior to that date is employed or engaged by the Company or any Associated Company as a head of any function, the direct report of such function head, or in any other key technical, marketing or sales position and with whom the Executive shall have had contact during the course of his employment (whether or not such person would commit a breach of his contract of employment by so doing). 12.4 The Executive hereby agrees that he will at the cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clause 12.3 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such country or countries as such Associated Company may reasonably require for the protection of its legitimate business interests. 12.5 Notwithstanding the generality of the covenants contained in Clause 12.3.1 those covenants shall apply only with respect to those countries in which the Company or any Associated Company has transacted any business during the 12 months prior to the date of Executive's last active day of employment in which the Executive has been involved, except that during the 1224-month period after the Executive's last active day of employment the Executive may not be engaged or employed by or render any services to or for the benefit of Dendrite International or Sales Technologies or any of their respective affiliated companies wherever located, except with the prior consent of the Chief Executive Officer or the Board of Directors or as the result of a merger, consolidation, sale of stock or assets or other business combination between such entity and the Company or an Associated Company. 12.6 Nothing herein shall prohibit the Executive from holding directly or through nominees up to two percent of the outstanding stock of any publicly held and traded company solely for investment purposes, or from serving as an outside director or being a shareholder, or both, of Hauck Research Services Xxx., during the continuance of this employment or thereafter, or from being employed or engaged by Hauck Research Xxxxices Ltd. after the termination of the Executive's employment. 12.7 The covenants contained in Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4 and 12.3.5 are intended to be separate and severable and enforceable as such. 12.8 In the event of a breach of Clauses 12.3.1, 12.3.2, 12.3.3, 12.3.4, or 12.3.5, the Executive acknowledges that in addition to any other remedies available under law to the Company and any Associated Company, the Company and any Associated Company may be entitled to an injunction enjoining the Executive or any person or persons acting for or with the Executive in any capacity whatsoever from violating any of the terms thereof.